Corporation: Difference between revisions
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The remorseless rationale of "externalities"-as Milton Friedman explains: the unintended consequences of a transaction between two parties on a third-is responsible for countless cases of illness, death, poverty, pollution, exploitation and lies. |
The remorseless rationale of "externalities"-as Milton Friedman explains: the unintended consequences of a transaction between two parties on a third-is responsible for countless cases of illness, death, poverty, pollution, exploitation and lies. |
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As well as corporate personhood, which is diagnosed as being [[psychopath]]ic: |
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To more precisely assess the "[[personality]]" of the corporate "[[person]]," a checklist is employed, using actual [[diagnostic]] criteria of the [[World Health Organization]] and the [[DSM-IV]], the standard diagnostic tool of psychiatrists and psychologists. The operational principles of the corporation give it a highly [[anti-social]] "personality": It is self-interested, inherently amoral, callous and deceitful; it breaches [[social]] and [[legal]] standards to get its way; it does not suffer from guilt, yet it can mimic the [[human]] qualities of empathy, caring and [[altruism]]. Four case studies, drawn from a universe of corporate activity, clearly demonstrate harm to workers, human health, animals and the biosphere. Concluding this point-by-point analysis, a disturbing diagnosis is delivered: the institutional embodiment of laissez-faire capitalism fully meets the diagnostic criteria of a "psychopath." |
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The film says that the corporation's bottom line, i.e., the legal obligation to maximize profit for its [[stockholders]], transcends even the benevolence of its CEOs: |
The film says that the corporation's bottom line, i.e., the legal obligation to maximize profit for its [[stockholders]], transcends even the benevolence of its CEOs: |
Revision as of 22:28, 13 May 2006
- For the 2003 documentary film see The Corporation.
This article is part of a series on |
Corporate law |
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A corporation is a legal person which, while being composed of natural persons, exists completely separately from them. This separation gives the corporation unique powers which other legal entities lack. The extent and scope of its status and capacity is determined by the law of the place of incorporation.
Investors and entrepreneurs often form joint stock companies and incorporate them to facilitate a business; as this form of business is now extremely prevalent, the term corporation is often used to refer specifically to such business corporations. Corporations may also be formed for political, religious or charitable purposes (not-for-profit corporations), or as government or quasi-governmental entities (public corporations).
Legal status
The law typically views a corporation as a fictional person, a legal person, or a moral person (as opposed to a natural person); United States law recognises this as corporate personhood. Under such a doctrine (obviously a legal fiction), a corporation enjoys many of the rights and obligations of individual persons, such as the ability to own property, sign binding contracts, pay taxes, have certain constitutional rights, and otherwise participate in society. (Note that corporations do not possess all the rights appertaining to individuals: in most jurisdictions, for example, a corporation cannot become a citizen and vote.)
In common law countries, the classic statement of this principle is found in Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705, where Lord Haldane said:
- "My Lords, a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation."
The most salient features of incorporation include:
- Limited Liability
- Unlike in a partnership or sole proprietorship, members of a corporation hold no liability for the corporation's debts and obligations: see leading case in common law, Salomon v. Salomon & Co. [1897] AC 22. As a result their "limited" potential losses cannot exceed the amount which they contributed to the corporation as dues or paid for shares. The economic rationale for this lies in the fact that it allows anonymous trading in the shares of the corporation by virtue of eliminating the corporation's creditors as a stakeholder in such a transaction. Without limited liability, a creditor would not likely allow any share to be sold to a buyer of at least equivalent creditworthiness as the seller. Limited liability further allows corporations to raise funds for riskier enterprises by removing risks and costs from the owners and shifting them onto creditors and to other members of society, thereby creating an externality. Another rationale sometimes offered for limited liability is reducing the amount that an investor can lose reduces the time and effort required to determine whether a stock is risky, thus adding liquidity to the stock market - in contrast to the very illiquid market for partnership interests (however, given the due diligence already exercised by institutional and other large investors, and the availability of insurance, it is questionable whether added liability would increase the costs of determining risk sufficiently to impair the liquidity of the stock market). In any event, a lender or other creditor can require a personal guarantee on a loan to a corporation (normally a small corporation), thus introducing personal liability.
- Perpetual Lifetime
- The assets and structure of the corporation exist beyond the lifetime of any of its members or agents. This allows for stability and accumulation of capital, which thus becomes available for investment in projects of a larger size and over a longer term than if the corporate assets remained subject to dissolution and distribution. This feature also had great importance in the medieval period, when land donated to the Church (a corporation) would not generate the feudal fees that a lord could claim upon a landholder's death. In this regard, see Statute of Mortmain. It is important to note that the "perpetual lifetime" feature is an indication of the unbounded potential duration of the corporation's existence, and its accumulation of wealth and thus power. (In theory, a corporation can have its charter revoked at any time, putting an end to its existence as a legal entity. However, in practice, dissolution only occurs for corporations that request it or fail to meet annual filing requirements.)
Ownership and control
Humans and other legal entities composed of humans (such as trusts and other corporations) can be members of corporations. In the case of for-profit corporations, these members hold shares and are thus called shareholders. When no members or shareholders exist, a corporation may exist as a "memberless corporation" or similar — this second type of corporation counts as a not-for-profit corporation. In either category, the corporation comprises a collective of individuals with a distinct legal status and with special privileges not provided to ordinary unincorporated businesses, to voluntary associations, or to groups of individuals.
Typically, a board of directors governs a corporation on the behalf of the members. The corporate members elect the directors, and the board has a fiduciary duty to look after the interests of the corporation. The corporate officers such as the CEO, president, treasurer, and other titled officers are usually chosen by the board to manage the affairs of the corporation.
Corporations can also be controlled (in part) by creditors such as banks. In return for lending money to the corporation, creditors can demand a control interest analogous to that of a shareholder, including one or more seats on the board of directors. Creditors are not said to "own" the corporation as shareholders do, but can outweigh the shareholders in practice, especially if the corporation is experiencing financial difficulties and cannot survive without credit.
Members of a corporation are said to have a "residual interest." Should the corporation end its existence, the members are the last to receive its assets, following creditors and others with interests in the corporation. This can make investment in a corporation risky; however, the risk is outweighed by the corporation's limited liability, which ensures that the member will only be liable for the amount they contributed.
Formation
Historically, corporations were created by special charter of governments. Today, corporations are usually registered with the state, province, or federal government and become regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. As part of this registration, it must designate the principal address of the corporation (where to contact it in the event of legal process), and often an agent or other legal representative of the corporation.
Generally, a corporation files articles of incorporation with the government, laying out the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of directors. Once the articles are approved, the corporation's directors meet to create bylaws that govern the internal functions of the corporation, such as meeting procedures and officer positions.
The law of the jurisdiction in which a corporation operates will regulate most of its internal activities, as well as its finances. If a corporation operates outside its home state, it is often required to register with other governments as a foreign corporation, and is almost always subject to laws of its host state pertaining to employment, crimes, contracts, civil actions, and the like.
Naming
Corporations generally have a distinct name. Historically, corporations were named after their membership: for instance, "The President and Fellows of Harvard College." Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to their membership. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers (e.g., "Ontario 123-4567 Limited"). (See the section Pre-modern corporations below for more examples of historical names.)
In most countries, corporate names include the term "Corporation", or an abbreviation that denotes the corporate status of the entity. See Types of corporations for a full list. These terms, known as words of limitation, obviously vary by jurisdiction and language. Their use puts all persons on constructive notice that they have to deal with an entity whose liability remains limited, in the sense that it does not reach back to the persons who constitute the entity; one can only collect from whatever assets the entity still controls at the time one obtains a judgment against it.
Certain jurisdictions do not allow the use of the word "company" alone to denote corporate status, since the word "company" may refer to a partnership or to a sole proprietorship, or even, archaically, to a group of not necessarily related people (for example, those staying in a tavern).
Unresolved issues
The nature of the corporation continues to evolve, both through existing corporations pushing new ideas and structures, courts responding, and governments regulating in response to new situations. A question of long standing is that of diffused responsibility: for example, if the corporation is found liable for a death, then how should the blame and punishment for this be allocated across the shareholders, directors, management and staff of the corporation, and the corporation itself? See corporate manslaughter specifically, and corporate liability generally.
The present law differs among jurisdictions, and is in a state of flux. Some argue that the owners of the business - the shareholders - should be ultimately responsible for such circumstances, forcing them to consider issues other than profit when investing, but the modern corporation may have many millions of small shareholders who know nothing about its business activities. In addition, traders — especially hedge funds — may rapidly turn over their partial ownership of a corporation many times a day.
One position is that the directors should be passed the burden of moral and legal responsibility as part of their job of representing the shareholders. Another position is that the artificial entity of the corporation itself should be held liable, in accordance with the model of a corporation as a natural person. In some jurisdictions, both directors and the corporation are liable for certain offences (see, for example, the Canadian province of Ontario's Environmental Protection Act). The issue of corporate repeat offenders (see H.Glasbeak, "Wealth by Stealth: Corporate Crime, Corporate Law, and the Perversion of Democracy" (Between the lines press: Toronto 2002) raises the question of the so-called "death penalty for corporations." [1]
Origins
Etymology
The word "corporation" derives from the Latin Corpus (body), representing a "body of people"; that is, a group of people authorized to act as an individual (Oxford English Dictionary). The word universitas also used to refer to a group of people but now refers specifically to a group of scholars (see University). In the United Kingdom and Republic of Ireland, the term corporation was also used for the local government body in charge of a borough. This style was replaced in most cases with the term council in the United Kingdom in 1973, and in the Republic of Ireland in 2001. The sole exception is the Corporation of London which retains the title.
Pre-modern corporations
Corporations have been present in some forms as far back as Ancient Rome. Although devoid of some of the core characteristics by which corporations are known today, they nonetheless were enterprises, sanctioned by the state, with a form of shareholders who invested money for a specific purpose.
With the collapse of the Roman Empire, the rise of Christianity and the influx of Germanic tribes, the Roman conception of the corporation merged with other views. Germanic tribes, for example, maintained that a group entity in and of itself could have a separate identity from that of its members.
These influences came together in the body of canon law built around the conception of the church as corporate structure in the Middle Ages. Different theories of the church as corporate body were favored by different individuals but all agreed on one key component: that the church was more than just its members and could maintain an existence perpetually, regardless of the death of any individual member.
This, together with discussion as to the relationship between the head of a corporation (such as the Pope) and its members, contributed not only to the development of modern corporations and corporate theory but also set the stage for many ideas that would come to fruition during the enlightenment. Kenneth Pomeranz, an economic historian, argues that the need to perform pseudo-governmental operations (such as the waging of war) accounts for the development of this economic structure in Europe but not in China or in the Middle East.
Older corporate entities gained incorporation as "the person/people of xx". This reflected the people who made up the "body" and also emphasized their legal identity. The law classifies a corporation either as a corporation sole (one person) or as a corporation aggregate (any other number).
Examples include (the link gives the legal name; the nickname appears in brackets with the nature of the corporation)
- The Governor and Company of the Bank of England (Bank of England — corporation aggregate)
- The Chancellor Masters and Scholars of the University of Cambridge (Cambridge University — corporation aggregate)
- The President and Fellows of Harvard College (Harvard College — corporation aggregate)
- Her Majesty the Queen in Right of New Zealand (New Zealand Government — corporation sole)
- The Archbishop of Canterbury (corporation sole)
- The Dean, Chapter and Students of the Cathedral Church of Christ in Oxford of the Foundation of King Henry VIII (Christ Church, Oxford — corporation aggregate)
Using strict definitions, universities and colleges count as corporations since they merely comprise groups of people.
Development of modern commercial corporations
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Early corporations of the commercial sort were formed under frameworks set up by governments of states to undertake tasks which appeared too risky or too expensive for individuals or governments to embark upon. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347. Many European nations chartered corporations to lead colonial ventures, such as the Dutch East India Company, and these corporations came to play a large part in the history of corporate colonialism.
In the United States, government chartering began to fall out of vogue in the mid-1800s. Corporate law at the time was focussed on protection of the public interest, and not on the interests of corporate shareholders. Corporate charters were closely regulated by the states. Forming a corporation usually required an act of legislature. Investors generally had to be given an equal say in corporate governance, and corporations were required to comply with the purposes expressed in their charters. Many private firms in the 19th century avoided the corporate model for these reasons (Andrew Carnegie formed his steel operation as a limited partnership, and John D. Rockefeller set up Standard Oil as a trust). Eventually, state governments began to realize the greater corporate registration revenues available by providing more permissive corporate laws. New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state. Delaware followed, and soon became known as the most corporation-friendly state in the country; even today, most major public corporations are set up under Delaware law.
The 20th century saw a proliferation of enabling law across the world, which some argue helped to drive economic booms in many countries before and after World War I (the advantage to the overall economy of enabling laws must, however, be viewed in light of the success of Carnegie Steel and Standard Oil, the economic stimulus of the war, the flourishing of the automotive sector, and other major economic drivers). Starting in the 1980s, many countries with large state-owned corporations moved toward privatization, the selling of publicly-owned services and enterprises to private, normally corporate, ownership. Deregulation - reducing the public-interest regulation of corporate activity - often accompanied privatization as part of an ideologically laissez-faire policy. Another major postwar shift was toward development of conglomerates, in which large corporations purchased smaller corporations to expand their industrial base. Japanese firms developed a horizontal conglomeration model, the keiretsu, which was later duplicated in other countries as well. While corporate efficiency (and profitability) skyrocketed, small shareholder control was diminished and directors of corporations assumed greater control over business, contributing in part to the hostile takeover movement of the 1980s and the accounting scandals that brought down Enron and WorldCom following the turn of the century.
More recent corporate developments include downsizing, contracting-out or out-sourcing, off-shoring and scoping down activities to core business, as information technology, global trade regimes, and cheap fossil fuels enable corporations to reduce and externalize labour costs, transportation costs and transaction costs, and thereby maximize profits.
For a history of corporations that is “pro-corporate”, see John Micklethwait and Adrian Wooldridge, The Company: a Short History of a Revolutionary Idea (New York: Modern Library, 2003). For a history of corporations that is “critical”, see Joel Bakan, The Corporation. The pathological pursuit of profit and power (Toronto: Viking Canada, 2004).
Types of corporations
For-profit and non-profit
Main article: non-profit organization
In modern economic systems, the corporate conventions of governance commonly appear in a wide variety of business and non-profit activities. Though the laws governing these creatures of statute often differ, the courts often interpret provisions of the law that apply to profit-making enterprises in the same manner (or in a similar manner) when applying principles to non-profit organizations — as the underlying structures of these two types of entity often resemble each other.
Closely-held and public
The institution most often referenced when the word "corporation" is used, as in the title of the movie The Corporation, is a public or publicly traded corporation, the shares of which are traded on a public market (e.g., the New York Stock Exchange or Nasdaq) designed specifically for the buying and selling of shares of stock of corporations by and to the general public. Most of the largest businesses in the world are publicly traded corporations. However, the majority of corporations are said to be closely held, privately held or close corporations, meaning that no ready market exists for the trading of ownership interests. Many such corporations are owned and managed by a small group of businesspeople or companies, although the size of such a corporation can be as vast as the largest public corporations.
The affairs of publicly traded and closely held corporations are similar in many respects. The main difference in most countries is that publicly traded corporations have an additional burden of complying with securities laws, which (especially in the U.S.) grant further rights to stockholders to protect them from fraud or unfairness in connection with the sale and purchase of stock. The publicly traded corporation must usually follow much more stringent disclosure requirements, and sometimes additional procedural obligations in connection with major transactions (e.g. mergers) or events (e.g. elections of directors).
Multinational corporations
Following on the success of the corporate model at a national level, many corporations have become transnational or multinational corporations: growing beyond national boundaries to attain sometimes remarkable positions of power and influence in the process of globalising.
The typical "transnational" or "multinational" may fit into a web of overlapping ownerships and directorships, with multiple branches and lines in different regions, many such sub-groupings comprising corporations in their own right. Growth by expansion may favour national or regional branches; growth by acquisition or merger can result in a plethora of groupings scattered around and/or spanning the globe, with structures and names which do not always make clear the structures of ownership and interaction.
In the spread of corporations across multiple continents, the importance of corporate culture has grown as a unifying factor and a counterweight to local national sensibilities and cultural awareness.
National features
There are various types of corporations throughout the world.
United States
In the United States, several corporate forms exist; the name of "corporation" generally applies to a business run for profit.
Corporate formation is generally within the purview of state governments. The federal government usually does not grant corporate charters, except for some special instances such as Amtrak and Freddie Mac and banks and credit unions which opt not to receive charters from their home states.
Because corporate law differs from state to state, many American corporations are incorporated in a different state than their primary base of operations. Many large corporations are chartered as "Delaware corporations" under the laws of Delaware, which charges no tax on activities outside the state and has courts experienced in corporate law. Corporations set up for privacy or asset protection often charter in Nevada, which does not require disclosure of share ownership. Many other states, particularly smaller states, have harmonized their corporate law around the Model Business Corporation Act, a "guideline" statute drafted by the American Bar Association.
Legally, corporations are accorded some corporate personhood, i.e. Constitutional rights similar to those held by persons. The U.S. Supreme Court ruled on this question in the 1886 case Santa Clara County v. Southern Pacific Railroad.
The oldest corporation in the United States, and the oldest in North America, is the President and Fellows of Harvard College (also known as the Harvard Corporation), chartered in 1650.
Historically, most U.S. states issued charters for fixed lengths of time (for example, a manufacturing corporation might receive a charter good for 40 years), and only by an act of the legislature. Some individuals believed corporations should remain accountable to the government and used these limited charters as a means of forcing companies to do so. Investors, however, noted that it led to unhealthy amounts of political payoffs and graft. Most states now charter unlimited-term corporations for a small fee, and possibly for a yearly tax.
Many countries around the world now have corporate laws based upon state laws from the United States. For example, corporations in Saudi Arabia follow corporate laws copied from New York.
Canada
In Canada both the federal government and the provinces have corporate statutes, and thus a corporation may have a provincial or a federal charter. Many older corporations in Canada stem from Acts of Parliament passed before the introduction of general corporation law. The oldest corporation in Canada, and second oldest in North America, is the Hudson's Bay Company, chartered in 1670. Federally recognized corporations are regulated by the Canada Business Corporations Act.
Australia
In Australia corporations are registered and regulated by the Commonwealth Government through the Australian Securities and Investments Commission. Corporations law has been largely codified in the Corporations Act 2001.
German-speaking countries
Germany, Austria and Switzerland recognize two forms of corporation: the Aktiengesellschaft (AG), analogous to public corporations in the English-speaking world, and the Gesellschaft mit beschränkter Haftung (GmbH), similar to (and an inspiration for) the modern limited liability company.
Corporate taxation
In many countries, including the United States and United Kingdom, corporate profits are taxed at a corporate tax rate, and dividends paid to shareholders are taxed at a separate rate. Such a system is sometimes referred to as "double taxation," because any profits distributed to shareholders will eventually be taxed twice. One solution to this (as in the case of UK tax system) is for the recipient of the dividend to be entitled to a tax credit which addresses the fact that the profits represented by the dividend have already been taxed. The company profit being passed on is therefore effectively only taxed at the rate of tax paid by the eventual recipient of the dividend.
Where a double taxation system exists, the additional tax burden is often an incentive for smaller businesses to organize in the form of a partnership, limited liability company, or other type of entity that is not separately taxed. Such entities are often called "pass-through entities."
In the United States, business corporations owe taxes according to two basic categories. A "C corporation" must pay corporate taxes, while "S corporations" pay no corporate taxes but instead pass profits and losses directly to their owners (the stockholders) who declare such profits and losses as part of their personal taxable income. An S corporation must generally have no more than 100 stockholders, who must be natural persons (not other corporations or entities), must reside in the United States, and must consent to the classification; moreover, the S corporation can only issue a single class of stock. As a result of these restrictions, all publicly traded corporations and many larger close corporations have C corporation status. Certain kinds of investment companies are also exempt from corporate income taxes, provided they distribute almost all of their income to shareholders in the form of dividends or capital gains distributions.
Criticisms
Noam Chomsky, the MIT linguist and activist, has criticized the internal structure of business corporations:
A corporation or an industry is, if we were to think of it in political terms, fascist; that is, it has tight control at the top and strict obedience has to be established at every level — there's a little bargaining, a little give and take, but the line of authority is perfectly straightforward. Just as I'm opposed to political fascism, I'm opposed to economic fascism. I think that until major institutions of society are under the popular control of participants and communities, it's pointless to talk about democracy. In this sense, I would describe myself as a libertarian socialist — I'd love to see centralized power eliminated, whether it's the state or the economy, and have it diffused and ultimately under direct control of the participants. Moreover, I think that's entirely realistic. Every bit of evidence that exists (there isn't much) seems to show, for example, that workers' control increases efficiency. Nevertheless, capitalists don't want it, naturally; what they're worried about is control, not the loss of productivity or efficiency.
Chomsky has also criticized the legal decisions that led to the creation of the modern corporation:
Corporations, which previously had been considered artificial entities with no rights, were accorded all the rights of persons, and far more, since they are "immortal persons," and "persons" of extraordinary wealth and power. Furthermore, they were no longer bound to the specific purposes designated by State charter, but could act as they chose, with few constraints. The intellectual backgrounds for granting such extraordinary rights to "collectivist legal entities" lie in neo-Hegelian doctrines that also underlie Bolshevism and fascism: the idea that organic entities have rights over and above those of persons. Conservative legal scholars bitterly opposed these innovations, recognizing that they undermine the traditional idea that rights inhere in individuals, and undermine market principles as well. But the new forms of authoritarian rule were institutionalized, and along with them, the legitimation of wage labor, which was considered hardly better than slavery in mainstream American thought through much of the 19th century, not only by the rising labor movement but also by such figures as Abraham Lincoln, the Republican Party, and the establishment media.
The award-winning film, The Corporation, criticises:
The remorseless rationale of "externalities"-as Milton Friedman explains: the unintended consequences of a transaction between two parties on a third-is responsible for countless cases of illness, death, poverty, pollution, exploitation and lies.
The film says that the corporation's bottom line, i.e., the legal obligation to maximize profit for its stockholders, transcends even the benevolence of its CEOs:
The people who work for corporations may be good people, upstanding citizens in their communities - but none of that matters when they enter the corporation's world. As Sam Gibara, Former CEO and Chairman of Goodyear Tire, explains, "If you really had a free hand, if you really did what you wanted to do that suited your personal thoughts and your personal priorities, you'd act differently. A case in point: Sir Mark Moody-Stuart recounts an exchange between himself (at the time Chairman of Royal Dutch Shell), his wife, and a motley crew of Earth First activists who arrived on the doorstep of their country home. The protesters chanted and stretched a banner over their roof that read, "MURDERERS." The response of the surprised couple was not to call the police, but to engage their uninvited guests in a civil dialogue, share concerns about human rights and the environment and eventually serve them tea on their front lawn. Yet, as the Moody-Stuarts apologize for not being able to provide soy milk for their vegan critics' tea, Shell Nigeria is flaring unrivaled amounts of gas, making it one of the world's single worst sources of pollution. And all the professed concerns about the environment do not spare Ken Saro Wiwa and eight other activists from being hanged for opposing Shell's environmental practices in the Niger Delta. The Corporation exists to create wealth, and even world disasters can be profit centers. Carlton Brown, a commodities trader, recounts with unabashed honesty the mindset of gold traders while the twin towers crushed their occupants. The first thing that came to their minds, he tells us, was: "How much is gold up?" "
The film criticises the relationship between corporations and government:
Corporations have no built-in limits on what, who, or how much they can exploit for profit. In the fifteenth century, the enclosure movement began to put fences around public grazing lands so that they might be privately owned and exploited. Today, every molecule on the planet is up for grabs. In a bid to own it all, corporations are patenting animals, plants, even your DNA. Around things too precious, vulnerable, sacred or important to the public interest, governments have, in the past, drawn protective boundaries against corporate exploitation. Today, governments are inviting corporations into domains from which they were previously barred.
Perception management is depicted in the film as an attempt to deceive the public:
The Initiative Corporation spends $22 billion worldwide placing its clients' advertising in every imaginable - and some unimaginable - media. One new medium: very young children. Their "Nag Factor" study dropped jaws in the world of child psychiatry. It was designed not to help parents cope with their children's nagging, but to help corporations formulate their ads and promotions so that children would nag for their products more effectively. Initiative Vice President Lucy Hughes elaborates: "You can manipulate consumers into wanting, and therefore buying your products. It's a game."
Today people can become brands (Martha Stewart). And brands can build cities (Celebration, Florida). And university students can pay for their educations by shilling on national television for a credit card company (Chris and Luke). And a corporation even owns the rights to the popular song "Happy Birthday" (a division of AOL-Time-Warner). Do you ever get the feeling it's all a bit much? Corporations have invested billions to shape public and political opinion. When they own everything, who will stand for the public good?
Corporate media is depicted as a danger to democracy:
It turns out that standing for the public good is an expensive proposition. Ask Jane Akre and Steve Wilson, two investigative reporters fired by Fox News after they refused to water down a story on rBGH, a controversial synthetic hormone widely used in the United States (but banned in Europe and Canada) to rev up cows' metabolism and boost their milk production. Because of the increased production, the cows suffer from mastitis, a painful infection of the udders. Antibiotics must then be injected, which find their way into the milk, and ultimately reduce people's resistance to disease. Fox demanded that they rewrite the story, and ultimately fired Akre and Wilson. Akre and Wilson subsequently sued Fox under Florida's whistle-blower statute. They proved to a jury that the version of the story Fox would have had them put on the air was false, distorted or slanted. Akre was awarded $425,000. Then Fox appealed, the verdict was overturned on a technicality, and Akre lost her award. [For an update on the case see Disc 2 where we learn that at one point, Jane and Steve became liable for Fox's $1.8 million court costs, later to be reduced to $200,000.]
The film depicts the corporation as an un-democratic entity:
Democracy is a value that the corporation just doesn't understand. In fact, corporations have often tried to undo democracy if it is an obstacle to their single-minded drive for profit. From a 1934 business-backed plot to install a military dictator in the White House (undone by the integrity of one U.S. Marine Corps General, Smedley Darlington Butler, see Business Plot) to present-day law-drafting, corporations have bought military might, political muscle and public opinion. And corporations do not hesitate to take advantage of democracy's absence either. One of the most shocking stories of the twentieth century is Edwin Black's recounting IBM's strategic alliance with Nazi Germany-one that began in 1933 in the first weeks that Hitler came to power and continued well into World War II.
Other business entities
Almost every recognized type of organization carries out some economic activities (e.g. the family). Other organizations that may carry out activities that are generally considered to be business exist under the laws of various countries. These include:
- Franchising
- Partnership
- Limited partnership (LP)
- Limited liability partnership (LLP)
- Limited liability company (LLC)
- Limited company (Ltd.)
- Not-for-profit corporation
- Sole proprietorship
- Trust company, Trust (law) USA, Trust (law) non-USA
References
- Sobel, Robert The Age of Giant Corporations: a Microeconomic History of American Business, 1914-1984 (1984)
- Klein and Coffee. Business Organization and Finance: Legal and Economic Principles (Foundation, 2002), ISBN 158778713X
- Hessen, Robert. In Defense of the Corporation. (Hoover Institute 1979), ISBN 081797072X
- Kirzner, Israel M. Competition and Entrepreneurship (University of Chicago Press, 1973), ISBN 0226437760
- Bromberg, Alan R. Crane and Bromberg on Partnership. 1968.
- Conard, Alfred F. Corporations in Perspective. 1976.
- John Micklethwait and Adrian Wooldridge, The Company: a Short History of a Revolutionary Idea (New York: Modern Library, 2003).
- Joel Bakan, The Corporation. The pathological pursuit of profit and power (Toronto: Viking Canada, 2004).
- Alfred Sohn-Rethel Economy and Class Structure of German Fascism,London, CSE Bks, 1978 ISBN 0906336007
See also
- Bylaw
- Commercial law
- Community interest company
- Conglomerate (company)
- Corporate governance
- Corporate haven
- Corporate personhood
- Corporatism
- Delaware corporation
- Guild
- Incorporation (business)
- Limited liability company (LLC)
- Megacorp
- Organizational culture
- Preferred stock
- Public Limited Company (PLC)
- Shelf Corporation
- Stock certificates
External links
- US Corporate Law at Wikibooks